X0306 4 2017-09-15 0001140536 WILLIS TOWERS WATSON PLC WLTW 0001477865 Gebauer Julie Jarecke C/O WILLIS GROUP LIMITED 51 LIME STREET LONDON X0 EC3M 7DQ UNITED KINGDOM 1 Head of Human Capital&Benefits Restricted Share Unit 2017-09-15 4 A 0 15435 0 A Ordinary Shares, nominal value $0.000304635 per share 15435 17901.8465 D Restricted Share Unit 2017-09-15 4 F 0 364 152.42 D Ordinary Shares, nominal value $0.000304635 per share 364 17537.8465 D Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis 6 months after the reporting person's termination date. The Reporting Person was granted unvested performance-vesting restricted share units (PVRSUs) on September 25, 2013, which vest over a three-year performance period to the extent that certain predetermined performance criteria are achieved and based on the Reporting Person's continued employment with the Issuer. Pursuant to the terms of the applicable award agreement, the award's performance in the event of a Change in Control occurring during the performance period was considered to be the greater of target or actual performance at the time of the Change in Control. As the PVRSUs were accruing at 204% at the time of the Willis Towers Watson merger, that level of performance was locked in upon the closing of the merger. The PVRSUs thereafter vested and were settled in shares on September 15, 2017 and are reported herein. The number of PVRSUs that vested includes additional restricted share units granted as a result of the special dividend declared by Towers Watson on December 29, 2015. In order to maintain the Company's tax deductions, these shares are being deferred into the Towers Watson Non-Qualified Deferred Savings Plan for US Employees. This represents restricted share units that were withheld by the Issuer to satisfy local withholding tax requirements. /s/ Julie J. Gebauer by Thomas D. Scholtes, Attorney-in-Fact (power of attorney previously filed) 2017-09-19